YINGXI INDUSTRIAL CHAIN GROUP CO., LTD

INDEX TO INTERIM FINANCIAL STATEMENTS

TABLE OF CONTENTS

(UNAUDITED)

YINGXI INDUSTRIAL CHAIN GROUP CO., LTD

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these unaudited consolidated financial statements.

YINGXI INDUSTRIAL CHAIN GROUP CO., LTD

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

YINGXI INDUSTRIAL CHAIN GROUP CO., LTD

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

YINGXI INDUSTRIAL CHAIN GROUP CO., LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

(All English names of the companies, except Yingxi Industrial Chain Investment Co., Ltd, and natural persons in this report are not their official English names but are stated here for identification purpose only.)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Yingxi Industrial Chain Group Co., Ltd. (“the Company”, “we”, “us” or “our”, Yingxi”) was incorporated on August 4, 2016 in the Republic of Seychelles. During the reporting period, the Company was mainly engaged in textile and garment manufacturing and providing logistics services to its customers. The Company also provides business consultancy to their customers in assisting them to identify weaknesses in their operation in order to optimize their efficiency. The Company also assists their customers in improving their supply chain management which involves the movement and storage of raw materials, of work in progress inventory, and of finished goods from point of origin to point of consumption.

Recent Developments

Our subsidiaries were controlled by the same owners immediately prior to their acquisition by Yingxi. As a result of the acquisition of the subsidiaries by Yingxi, they became 100% owned subsidiaries of Yingxi. As these transactions are between entities under common control, the Company has reported the results of operations for the period in a manner similar to a pooling of interests and has consolidated financial results since the initial date in which the above companies were under common control. Assets and liabilities were combined on their carrying values and no recognition of goodwill was made. The Company has presented earnings per share based on the new parent company shares issued to the former shareholders of the Company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Regulation S-X. These interim unaudited consolidated financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2016, thereto contained herein.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the consolidated financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Basis of Consolidation

These consolidated financial statements include the accounts of Yingxi Industrial Chain Group Co., Ltd and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

Principal of subsidiaries

The details of the principal subsidiaries of Yingxi are set out as follows:

Use of Estimates

The preparation of the consolidated financial statements are in conformity with the GAAP that requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. It also requires the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Foreign Currency Translation

The Company’s reporting currency is the U.S. Dollars (“USD”). The functional currency of the Company and its subsidiaries is Chinese Yuan Renminbi (“RMB”). All transactions initiated in RMB are translated into USD in accordance with ASC 830, “Foreign Currency Matters,” as follows:

Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity.

Accounts Receivable

The Company’s accounts receivable consists of trade receivables from customers. The Company maintains an allowance for doubtful accounts based on the Company’s assessment of collectability of the customer receivable. The Company analyzes past history with a customer, customer credit, collection history, and financial condition when evaluating the collectability of customer accounts. Uncollectible accounts are charged off to the allowance when it is deemed probable that the receivable will not be recovered.

For the concentration risk disclosure, please refer to Note 9.

Financial Instruments

The Company’s consolidated financial instruments consist primarily of cash, accounts receivable, prepaid expenses, inventory and other assets, accounts payable and accrued expenses and other payables. The carrying amounts of such financial instruments approximate their respective estimated fair value due to their short-term maturities.

Concentrations of Credit Risks

The Company’s exposure to concentrations of credit risk primarily related to its cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. The Company’s management assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Inventory

Inventory is stated at the lower of cost (weighted average) or net realizable value. The Company’s inventory is constantly monitored for obsolescence. This is based on the management’s estimates and they have taken into considerations factors such as turnover, technical obsolescence, right of return status to suppliers and price protection offered by suppliers. These estimates are necessarily subject to a degree of measurement uncertainty. Reserves for slow-moving and obsolete inventory at June 30, 2017 were $0 and at December 31, 2016 were $0.

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions see Note 8.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation. Cost includes all direct costs necessary to acquire and prepare assets for use.

The costs of repairs and maintenance are expensed when incurred, while expenditures for refurbishments and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. When assets are retired or sold, the asset’s cost and related accumulated depreciation are eliminated with any remaining gain or loss recognized in net earnings.

Depreciation of plant and equipment, is recorded on the straight-line method over estimated useful lives, generally as follows:

Impairment of long-lived assets

We evaluate carrying value of long-lived assets whenever events or changes in circumstances would indicate that it is more likely than not their carrying values may exceed their realizable values, and records impairment charges when considered necessary.

When circumstances indicate that impairment may have occurred, the Company tests such assets for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of such assets and their eventual disposition to their carrying amount. In estimating these future cash flows, assets and liabilities are grouped at a lowest level for which there are identifiable cash flows that are largely independent of the cash flows generated by other such groups. If the undiscounted future cash flows are less than the carrying amount of the asset, an impairment loss, measured as the excess of the carrying value of the asset over its estimated fair value, is recognized. Fair values are determined based on discounted cash flows, quoted market values or external appraisals as applicable.

Deferred Revenue

Deferred revenue are services billed to customers for which the services have not been fully performed. As of June 30, 2017 and December 31, 2016, deferred revenue were $225,423 and $363,818, respectively.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes.” The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Uncertain Tax Positions

The Company follows guidance issued by the FASB regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement.

The Company records income tax related interest and penalties as a component of the provision for income tax expense. As of June 30, 2017 and December 31, 2016, the Company determined there were no uncertain tax provisions.

Earnings (Loss) Per Share

The Company has adopted ASC 260, “Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures, and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying consolidated statements of operations and comprehensive loss, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

The Company had no potentially dilutive securities, such as convertible debt, options or warrants, issued and outstanding during the six months ended June 30, 2017 and 2016.

Revenue Recognition

The Company recognizes revenue only when all of the following criteria have been met:

Recent Accounting Pronouncements

The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our consolidated financial statements.

NOTE 3 – INVENTORY

Inventory at June 30, 2017 and December 31, 2016 consist of the following:

NOTE 4 – NOTES RECEIVABLE

Note receivable at June 30, 2017 and December 31, 2016 amounted to $1,131,898 and $795,062, respectively.

The amounts are interest free, unsecured and have no fixed terms of repayment. As at June 30, 2017 and December 31, 2016, there were no interest due and outstanding and no provision had been made for non-repayment of the loan or interest.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment at June 30, 2017 and December 31, 2016, consist of the following:

Depreciation expense for the six months ended June 30, 2017 and 2016 amounted to $52,652 and $35,185, respectively.

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at June 30, 2017 and December 31, 2016, consist of the following:

NOTE 7 – LOAN PAYABLE

The components of our long-term debt including the current portion, and the associated interest rates, were as follows as of June 30, 2017 and December 31, 2016:

During the six months ended June 30, 2017 and 2016, the Company borrowed $4,130,000 and $0, and repaid $0 and 183,720, respectively.

Interest expenses for the six months ended June 30, 2017 and 2016 amounted to $0 and $2,701, respectively.

NOTE 8 – RELATED PARTY TRANSACTIONS

Due from related parties

Due from related parties at June 30, 2017 and December 31, 2016 consist of as follows:

The amounts were interest free, unsecured and had no fixed terms of repayment.

Due to related parties

Due to related parties at June 30, 2017 and December 31, 2016 consist of as follows:

The amounts were interest free, unsecured and had no fixed terms of repayment. The amounts owing to shareholders of the acquired subsidiaries totaling $1,580,844 (2015: nil) , was paid in May 2017.

NOTE 9 – CONCENTRATION OF CREDIT RISKS

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, or whose accounts payable balances individually represented 10% or more of the Company’s total accounts payable, the details of which are set out as follows:

For the six months ended June 30, 2017 and the years ended December 31, 2016, five customers accounted for 52% and five customer accounted for 43% of the revenue of the Company, respectively.

At June 30, 2017 and December 31, 2016, five customers accounted for 76% and five customers accounted for 74% of the accounts receivable of the Company, respectively.

NOTE 10 – INCOME TAX

Yingxi was incorporated on August 4, 2016 in the Republic of Seychelles. Its subsidiary YICI was incorporated on July 28, 2016 in Hong Kong China. YICI’s subsidiaries DHSW, QYTG, SCDT, SHPF, SQYI and SXKJ were incorporated on May 15, 2009, November 29, 2016, May 13, 1982, July 6, 2006, January 29, 2016, and September 28, 2001 respectively in China.

The Company operates in China and they file their tax returns in accordance with China’s laws and regulations.

Provision for income taxes for the six months ended 30 June, 2017 and the years ended December 31, 2016 were $2,328 and $35,989 respectively. The income tax rate for the years 2017 and 2016 are 25% in China. However, DHSW enjoyed a preferential income tax rate at 10% for the year 2016. Whereas SHPF enjoyed a preferential income tax rate at 10% for the year 2016.

YICI does not generate any income during the two years and hence does not have to pay any Hong Kong Profits tax.

NOTE 11 – SHAREHOLDERS’ EQUITY

Common Stock

The Company is authorized to issue 250,000,000 shares of common stock at a par value of $0.0004.

On August 4, 2016, 250,000,000 shares were issued to the founders for $100,000.

As of June 30, 2017, the Company had 250,000,000 shares of common stock issued and outstanding.

The Company has no stock option plan, warrants or other dilutive securities.

NOTE 12 –SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to June 30, 2017, through the date these financials were approved to be issued, and has determined that it does not have any material events.